4//SEC Filing
VENKATARAMAN BALAJI 4
Accession 0000921895-24-002133
CIK 0001267602other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 5:13 PM ET
Size
28.1 KB
Accession
0000921895-24-002133
Insider Transaction Report
Form 4
Morgan Adam
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-09-16−9,429,808→ 0 total(indirect: By Velan Capital Master Fund LP) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−50,000→ 0 totalExercise: $2.99Exp: 2033-10-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2024-09-16−4,178,725→ 0 total(indirect: By LLC) - Disposition to Issuer
Warrants
2024-09-16−800,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−1,825→ 0 totalExercise: $1.85Exp: 2033-03-23→ Common Stock (1,825 underlying)
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−1,825→ 0 totalExercise: $1.85Exp: 2033-03-23→ Common Stock (1,825 underlying) - Disposition to Issuer
Common Stock
2024-09-16−4,178,725→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-09-16−9,429,808→ 0 total(indirect: By Velan Capital Master Fund LP) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−50,000→ 0 totalExercise: $2.99Exp: 2033-10-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Warrants
2024-09-16−800,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying)
Velan Capital Master Fund LP
10% Owner
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−50,000→ 0 totalExercise: $2.99Exp: 2033-10-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2024-09-16−4,178,725→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−1,825→ 0 totalExercise: $1.85Exp: 2033-03-23→ Common Stock (1,825 underlying) - Disposition to Issuer
Warrants
2024-09-16−800,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying) - Disposition to Issuer
Common Stock
2024-09-16−9,429,808→ 0 total(indirect: By Velan Capital Master Fund LP)
Velan Capital SPV I LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-09-16−4,178,725→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−1,825→ 0 totalExercise: $1.85Exp: 2033-03-23→ Common Stock (1,825 underlying) - Disposition to Issuer
Common Stock
2024-09-16−9,429,808→ 0 total(indirect: By Velan Capital Master Fund LP) - Disposition to Issuer
Warrants
2024-09-16−800,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−50,000→ 0 totalExercise: $2.99Exp: 2033-10-01→ Common Stock (50,000 underlying)
Velan Capital Holdings LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-09-16−4,178,725→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-09-16−9,429,808→ 0 total(indirect: By Velan Capital Master Fund LP) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−50,000→ 0 totalExercise: $2.99Exp: 2033-10-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−1,825→ 0 totalExercise: $1.85Exp: 2033-03-23→ Common Stock (1,825 underlying) - Disposition to Issuer
Warrants
2024-09-16−800,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying)
Velan Capital Management LLC
10% Owner
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−50,000→ 0 totalExercise: $2.99Exp: 2033-10-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2024-09-16−9,429,808→ 0 total(indirect: By Velan Capital Master Fund LP) - Disposition to Issuer
Common Stock
2024-09-16−4,178,725→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−1,825→ 0 totalExercise: $1.85Exp: 2033-03-23→ Common Stock (1,825 underlying) - Disposition to Issuer
Warrants
2024-09-16−800,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying)
VENKATARAMAN BALAJI
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-09-16−4,178,725→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−50,000→ 0 totalExercise: $2.99Exp: 2033-10-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Warrants
2024-09-16−800,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying) - Disposition to Issuer
Common Stock
2024-09-16−9,429,808→ 0 total(indirect: By Velan Capital Master Fund LP) - Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−1,825→ 0 totalExercise: $1.85Exp: 2033-03-23→ Common Stock (1,825 underlying)
Footnotes (7)
- [F1]This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person was deemed to be a member of a Section 13(d) group that was previously deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- [F2]Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of Common Stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").
- [F3]Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.
- [F4]Securities owned directly by Velan SPV. As the managing member of Velan SPV, Velan GP may be deemed to beneficially own the securities owned directly by Velan SPV. As the investment manager of Velan SPV, Velan Capital may be deemed to beneficially own the securities owned directly by Velan SPV. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan SPV. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV.
- [F5]In accordance with the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (a) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (b) one CVR.
- [F6]Pursuant to the terms of the Merger Agreement, at the Effective Time, each Warrant that was outstanding as of immediately prior to the Effective Time was converted into the right to receive, upon exercise of such Warrant, the same Merger Consideration as such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the number of shares then issuable upon exercise in full of such Warrant without regard to any limitations on exercise contained therein.
- [F7]The Warrants had an exercise price of $2.10 (subject to adjustment as provided therein) and would have expired upon the earlier of March 24, 2030 and a change of control of the Issuer.
Documents
Issuer
ALIMERA SCIENCES INC
CIK 0001267602
Entity typeother
Related Parties
1- filerCIK 0001114916
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 5:13 PM ET
- Size
- 28.1 KB